SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

X    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
- -    Act of 1934: For the quarterly period ended January 31, 1997

                                       OR

- -    Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934: For the transition period from ________ to ________

     Commission file number: 0-27756


                          ALEXION PHARMACEUTICALS, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)


            DELAWARE                                    13-3648318
         ---------------                             ----------------
         (State or other                             (I.R.S. Employer
         jurisdiction of                             Identification No.)
         incorporation or
         organization)


            25 SCIENCE PARK, SUITE 360, NEW HAVEN, CONNECTICUT 06511
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                  203-776-1790
                                  ------------
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

         Yes   X        No  ___
              ---

                  CLASS                      OUTSTANDING AT MARCH 5, 1997
      -------------------------------        ----------------------------
      Common Stock, $0.0001 par value                 7,361,721

                                   Page 1 of 3



                          ALEXION PHARMACEUTICALS, INC.
                          (A Development Stage Company)


PART II.  OTHER INFORMATION

Item 5.   Other Information.

Item 6.   Exhibits and Reports on Form 8-K

          Exhibits

          10.1 License and Collaborative Research Agreement between Alexion
               Pharmaceuticials, Inc. and Genetic Therapy, Inc. (Incorporated by
               reference from the Company's Registration Statement on Form S-1
               (File No. 333-19905) (Confidential Treatment has been requested
               for portions of such Exhibit)

          27   Financial Data Schedule


          Form 8-K

          Form 8-K filed on February 21, 1997 relating to the adoption
          of a Shareholder Rights Plan.

                                   Page 2 of 3









                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   ALEXION PHARMACEUTICALS, INC.


Date:  March 17, 1997              By:  /s/ LEONARD BELL, M.D.
                                        ---------------------------------------
                                        Leonard Bell, M.D.
                                        President and Chief Executive Officer, 
                                          Secretary and Treasurer (principal
                                          executive officer)


Date:  March 17, 1997              By:  /s/ DAVID W. KEISER
                                        ---------------------------------------
                                        David W. Keiser
                                        Executive Vice President and Chief
                                          Operating Officer (principal 
                                          financial officer)


Date:  March 17, 1997              By:  /s/ BARRY P. LUKE
                                        ---------------------------------------
                                        Barry P. Luke
                                        Senior Director of Finance and
                                          Administration (principal accounting
                                          officer)

                                 Page 3 of 3


                                 EXHIBIT INDEX


Exhibit                 Description
- -------                 -----------
  10.1                  License and Collaborative Research Agreement between
                        Alexion Pharmaceuticials, Inc. and Genetic Therapy, Inc.
                        (Incorporated by reference from the Company's
                        Registration Statement on Form S-1 (File No. 333-19905)
                        (Confidential Treatment has been requested for portions
                        of such Exhibit)

  27                    Financial Data Schedule







 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL IN FORMATION EXTRACTED FROM THE BALANCE SHEET, THE STATEMENT OF OPERATIONS, AND THE STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS AUG-01-1996 JUL-31-1997 JAN-31-1997 8,635 6,762 0 0 0 15,629 2,985 (2,252) 17,103 1,260 0 0 0 1 15,842 17,103 0 2,249 0 5,302 0 0 (432) (2,622) (8) (2,614) 0 0 0 (2,614) (0.36) (0.36)